Constitution

Chapter 1: General

Article 1: According to the act of establishing limited stock companies, the public transportation (loading) terminals that was issued on January 18, 1988 by the Islamic consultative assembly, transportation terminals of the country, here after is briefly called "organization", was established and directed according to the article of association and other related regulations and rules.

Article 2: The organization related to Ministry of Roads and Transportation which has a legal (juridical) personality (entity) and financial liberty, have the right to act based on the commercial principals and related regulations and rules.

Article 3: The duration of the organization is unlimited.

Article 4: The official center of the organization is Tehran, and it can also provide the branches and expand its activity with their representatives in other provinces with confirmation of the Ministry of Roads and Transportation, according to the general meeting approval.

Article 5: According to the general Assembly held extraordinary on 11. Aug. 2005 and on strength of Article 62 of the Law for third plan of cultural, social and economic development the capital of the company increased from RL10'000'000 to 671'366'000 as financed through re-evaluation of fixed assets of the organization.

Note1:The whole establishments and immoveable properties which are provided from developing plans evaluating the recent value at the constructed terminals in Bandar Abbas, Imam Khomaini, Booshehr and Chabahar ports (during 6 months) by the selected experts of general meeting of the organization, if the price is not less than the sum of the government's payment to the developing plans (after confirmation of general meeting), the capital of the organization that equals to the evaluating amount will increase.

Note2: Way of transporting each terminal stock up to %49 to the nongovernmental section is based on the regulation that will be proposed by the general meeting and proved by the board of ministries ( according to provisions of article 4 at this article of association).

Chapter2: The subject of an organization

Article6: The subject of an organization

Determining and codification the executive strategies and policies, technical economic, security, and transporting services of standards and rules, and proving related certificates of road domestic and international transportation companies and institutes, the license of establishing any types of services at complexes of road accommodations, certificates of special exploiting of road network of the country (transporting permit) by foreign vehicles, and transporting permit traffic loads and dangerous and risky goods according to related rules and regulations.

Constructing, exploiting, developing, and maintaining public terminals of transporting vehicles all over the country, and also providing park lots and on the way accommodations that nongovernmental section does not intend to establish them any more, and exploiting these type of establishments and providing services to the drivers of transporting vehicles, and also constructing, developing, and maintaining distributing, controlling, and directing centers of road transporting and other required establishment.

Article 7:

Before the start of financial year of related plans of constructing required terminals and establishments, and also belonged expenditures in operation programs and annual budget of organization that after proving it, which are executed.

Chapter3: The principals (elements) of an organization

Article8: The organization has the following elements:

The general meeting

The board of agents

Managing director

The investigator (Auditor)

The general meeting

Article9: The members of the general meeting consist of:

The minister of Road and Transportation

The minister of Economic affairs and Finance

Vice-president and the president of Planning and Budgeting Organization

Note1: controlling and managing of the general meeting is the duty of minister of Road and Transporting Ministry.

Note2: if the members of the general meeting are absent, their representatives would take part at the meeting of the company.

Article10: The authorities and duties of the general meeting:

Investigating and making decision about the boards of agent reports and determining and proving the whole strategies, operating programs and annual budgeting of the organization.

Investigating and making decision about the annual reports, balance sheet, and statements of the organization according to the reports of board of agents, managing director and investigators (auditors) of the organization.

Approving the establishment of the organization after confirming the official affairs of the country.

Approving the financial regulations and transactions after confirmation of ministry of Economic affairs and Finance.

Selecting and discharging of the members of board of agents and managing director according to the suggestion of the president of the meeting.

Determining the salary and fringe benefits of the members of the board of agents and managing director and wage of investors (auditor) of the organization.

Investigating and making decision about investment, participation, receiving loans and achieving credit.

Making decision about the way of sharing the specific profit and bad debts of the organization.

Making decisions about the referring disputes on judging, and also making decision on compromising in drawing disputes by following related rules and regulation.

Making decision about other affairs that are confirming the establishment law of organization, and its regulations, and commercial law, and other legal regulation, by the general meeting.

Article11:

The meeting of the general meeting is held twice a year, normally (one at the beginning 6 months of the year for making decision about balance sheet and statements, and the other one at the second 6 months for proving the budget of the organization), with the invitation of the president of the meeting.

Note 1: The general meeting may have extra gather for the invitation of the president of the meeting or the request of any members of the general meeting in writing with the cause of gathering.

Note 2: The order of the day is declared at the invitation, the related documents of the meeting, and determined date and place of the meeting are declared and attached to the invitation and are sent to the members. The date of the meeting should be clarify and announced 15 days before the meeting.

Note 3: the members of the board of agent, managing directors, and investigator (auditor) without any rights of voting can take part in the meeting sessions.

Note 4: the meeting sessions are being in session with the presence of all the members (or their representatives), and their decisions become valid with the majority of votes of the members.

The board of agents

Article 12:

the board of the agents consists of 5 people (three of them have duties and 2 of them are not) those are selected with the suggestion of the president of the meeting and approve of the general meeting for 2 years and their reselection is unopposed.

Note 1: The managing director of the organization (the president of the organization), the deputy of Road and Transportation minister, and the secretary of arranging and cooperation supreme council of transportation of the country, and also the president of the board of agents are responsible to choose among the members of the board of agents according to the suggestion of the president of the meeting and approval of the general meeting.

Note 2: the majority of the members of the board of the agents should have academic education, and one of them should have the academic degree of Financing or Economic majors.

Note 3: The members of the general meeting of the companies that represent according to article 5 of this article of association, they become the main members of the board of agents at the organization.

Note 4: The board of agents chooses one of their members as a secretary in order to register the decisions, votes and opinions of the board of agents that are signed with the existence members at the board of agents meetings.

Note 5: The meeting of the board of agents holds with at least 4 members, and they make decisions with the majority of votes.

Note 6: if any of the members die,retired, or resigned for any reasons, the board of agents according to the articles of association present an extra session and substitute another member for the rest term.

Article 13: Duties and authorities of the board of agents are as follow:

Executing the approvals and decisions of the general meeting.

Financing the budget and annual programs of the organization and offering it to the general meeting.

Providing the plans or designs of the establishments and financial regulations and transactions or other required regulations of organization and recommend it to the general meeting.

Controlling and executing the current programs of the organization according to the decisions and strategies of general meeting.

Opening bank accounts and introducing the allowed signatures.

Determining the consulting charges for the required justice administration lawyer and consultants and other technical people by obeying the related rules.

Making decisions about the bad debts of the organization.

Representing recommendations to the general meeting about peace, conciliation, and refering of disputes to judgment.

Providing designated plans and recommendations of managing director or each of the members of the board of agents and investigator (auditor) at the organization that are seemed essential for maintaining the rights and better managing and performing the aims of the organization, to the general meeting.

Making decisions about buying and selling the moveable and immoveable properties of organization, and also forming the lease contracts and required estate and places in the limitation and framework of financial regulation and transactions of organization and other related regulations in regard of the sale of immovable properties of general meeting.

Directing and executing the in service educational courses according to duties and purposes of the organization.

Note 1: The board of agents is in charge of predicting the subject of constructing and establishing the terminal, required establishments and belonged costs in the time of organizing the operating program and annual budget of the organization.

Note 2: each of the members of the board of agents can temporarily leave the right of his sign in the limitation of subject of paragraph 5 of article 13 at this article of association to one of the authorized managers or employees at the organization.

Managing director

Article 14:

The managing director is the highest executive authority of the organization, and performs the affairs of organization according to the provisions of this article of association and related rules and regulation, and approved budget; that has the following authorities and duties:

Executing the approvals and decisions of general meeting and board of agents, and performing the whole official and executive affairs of the organization with the limitation of approved budget and accordance of the provisions of the related article and regulations.

Investigating and making decision about the official, employment, and educational affairs of the staffs in the terms of internal regulation of the organization and other related rules.

Controlling and monitoring well performing and executing of the provisions at this article, rules, regulation and budget of organization.

Signing the letters, contracts, and other transactions and issuing the permission of payment according to the approvals of the board of agents and following the approved budget.

Signing all of the cheques, contracts, and other obligatory documents by managing director and one of the charged members of the board of agents, and representing them for judgment and to making peace and conciliation, if it is necessary, to the board of agents.

Representation of the organization in all legal authorities with rights of attorney to other, and presenting necessary recommendations in accordance of the disputes to judgment and making peace and conciliation, if it is necessary, to the board.

Recommending the increasing or decreasing of capital at the organization to the general meeting after investigation and confirmation of the board of agents.

Recommendation of investing and cooperation with governmental- private and/or public sectors to the board of agents.

Arranging the financial reports and the current affairs and done operations, and also offering them to the board of agents for representing them at the general meeting.

Note 1: the managing director can delegate parts of his/her duties to each of the members of the board of agents in his responsibilities.

Note 2: if the duration of authority of the managing director and the members of the board of agents is expired, their action on the execution of this article of association will be binding (will be in force and effect) up to the time of determining the new managing director.

Note 3: Managing director and the members of the board of agents should work full time at the organization, and can't accept or employed in other careers.

Investigator (auditor)

Article 15:

Auditing the investigation affairs are the duties of the Auditing section of Ministry of Economic Affairs and Finance; the mentioned organization is in charge of legal investigating according to related rules and regulations.

Chapter 4: Other regulations

Article 16:

The financial year of the organization is started from Farvardin (the last 10 days of March) and ended on Esfand (mid of March), except the first year of establishing the organization at the started date and ended date (late Esfand).

Article 17:

the balance sheet, statements (of gain or loss), and the statement of liabilities and properties of the organization should represent to the investor (auditor), at least 45 days before the meeting of the general meeting.

Article 18:

The board of agents at the organization is in charged to register %10 special interest of the organization as the legal reserve each year, in order to equalize the mentioned reserve with the registered capital of the organization.

Note: increasing the capital of the organization from the legal reserve of the organization is not allowed by law.

Article 19:

Organization in terms of financial and official regulation of these articles of association, follows the related rules and regulations; and all of the subjects which are not predicate or mentioned in this article is based on the Trading Law and related rules and regulations of governmental companies.

Article 20:

This article of association consist of four chapters and 20 articles and one note that is executive from the date of issuing and proving.

Note: The amendment of the article of association at the organization is based on the note of single article (act) of the organization and Note1 of article 2 approved with No. ش د /5890 at the date of November, 6th 1994, and the official supreme council should be confirmed by the council of ministers; therefore according to the letter No. 1392/04/299/207 at the date of August, 6th 1996, the secretary of the council of ministers represented the subject of amendment of the article of association at the organization to the council of ministers, and appointed that as there is no need of amendment by government, the proposal send to the official supreme council, if it is necessary investigate the article of association.